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Demystifying Structured Trade Finance18 June 2025

One constant in the ever-evolving world of international trade is that access to capital is critical to the operations of suppliers, traders and end-users of commodities. However, the allocation of capital serving the sector has undergone a transformation in recent years, becoming increasingly scarce, channelised and concentrated amongst the bluebloods of the industry, leaving more recent entrants and smaller participants stressed for funding. The commodity-backed structured trade finance industry, or “STF”, has stepped in to address this gap in the market.

STF is a self-liquidating, collateralised, and de-risked approach to trade finance, tailored to address the foregoing gap. It is a specialised form of financing that facilitates the movement of physical commodities across global markets and monetises global supply chains to unlock funding. It is widely used in the oil & gas, metals and agricultural sectors where transactions involve complex supply chains, multiple jurisdictions and fluctuating prices. The collective of the structures deployed for such financings are referred to as STF and these structures can range from simple repurchase transactions, prepayments to complex project financing coupled with offtakes.

This article introduces STF structures and discusses the complexities and risks surrounding this, arguably esoteric, branch of trade finance.

Understanding STF

STF structures enable commodity trading principals and financiers to provide alternative funding solutions to borrowers by leveraging the value of underlying assets and contractual flows. They commonly involve the following:

  • physical commodity flows;
  • collateralisation of goods or receivables;
  • ring-fenced cash flows from offtakers or third-party buyers;
  • security, including over assets and underlying goods;
  • payment instruments including LCs, SBLCs, bills of exchange, promissory notes, or corporate guarantees; and
  • insurance.

Why STF?

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"STF structures provide an avenue to commodity traders for the deployment of cash, which is often traded for acquiring buy-side or sell-side optionality on the back of financing."

Commodity traders often employ STF in situations where parties are required to look towards options other than traditional financing solutions. Unlike traditional lending, which focusses on the borrower’s balance sheet, STF relies on the underlying commodity, receivables or trade flows as security. By structuring financing around the trade flow rather than balance sheets, STF enhances liquidity and enables access to capital for market participants, including small and mid-sized commodity firms.

Over the last half-century, apart from black swan events (such as the financial crises that have plagued the entire commodity-trading industry), commodity players have enjoyed bumper profits (e.g. during the COVID-19 global pandemic or Russia’s invasion of Ukraine). Regardless of the commodity class that a trader is participating in, one commodity that every successful commodity trader is ‘long’ on today is cash. Every good commodity trader, when they find themselves with a long position on an asset, will monetise that asset by deploying that asset and ‘going short’. STF structures provide an avenue to commodity traders for the deployment of cash, which is often traded for acquiring buy-side or sell-side optionality on the back of financing.

Traditional STF Structures

Before delving into the intricacies of the less common forms of STF, we briefly comment on the traditional trade finance structures.

For those who are familiar with these structures, we recommend that you skip ahead to the next section of this article that addresses non-traditional STF financing.

  1. Repurchase Transactions: A repurchase transaction involves the borrower selling goods to the financier with a contractual obligation to repurchase the goods at a future date and price. This structure functions as a short-term financing arrangement where the financier provides upfront liquidity by purchasing the goods and the borrower repurchases the goods (often with an interest element) using the underlying goods as collateral.
  2. Pre-Export Finance: In a typical pre-export finance transaction, the financier will provide funds to the borrower, who is often the producer of the commodities, by way of a facility agreement. The borrower will utilise the funds provided to produce the commodities for export and assign to the financier the borrower’s rights under the offtake contract with its buyer (or offtaker). The borrower will also take payment for the commodities into an escrow account, over which the financier will typically take security by way of a charge. The financier will apply funds in the escrow account for the repayments under the facility agreement in accordance with the repayment terms, with any shortfall to be satisfied by the borrower. The financier will also generally take security over the commodities before they are sold to the borrower.
  3. Prepayment Financing: In a typical prepayment financing arrangement, the financier will provide funds to the offtaker (pursuant to a financing agreement), who in turn will make a prepayment to the producer of the goods (pursuant to a prepayment agreement). The goods produced are supplied to the offtaker by the producer (pursuant to an offtake agreement or sale contract between producer, as seller, and offtaker, as buyer). The offtaker then, in turn, sells the goods to the end-buyer, whereupon the sale proceeds received by the offtaker will be used to repay the financier. The offtaker usually deducts a portion of the value of the relevant cargo of goods from the prepayment made, plus financing costs. However, in cases where the producer fails to deliver sufficient goods in terms of value to make the required prepayments, mechanisms such as cover ratios and top-up features are utilised to mitigate against risks.
  4. Warehouse Financing: Warehouse financing refers to the financing of goods for the period in which they are in storage before being sold. Funds may be borrowed by a financier from the value of the stored goods in the warehouse, where such stored goods are used as collateral. The financier will usually also have security over the proceeds from the sale of the goods. The borrower will use the funds to acquire or finance assets, which are then sold or refinanced to repay the financier. Warehouse financing is typically utilised when an exporter needs to aggregate stock before shipment or is attempting to find a buyer or maximise price.
  5. Receivables Financing: Typically, there are two situations depending on whether the financing is buyer-led or seller-led:
    1. In a buyer-led situation, the financier will purchase receivables due from the buyer at a discount of their full value at a date before the due date. The financier will be paid the full amounts due under those receivables from the buyer on the relevant maturity dates; or
    2. In a seller-led situation, the seller will sell to the financier its receivables and the financier typically advances a percentage of the full value of the receivables to the seller. The financier then collects the full amount from the seller’s buyer on the maturity date of those receivables.
  6. Forfaiting and invoice discounting: Both forfaiting and invoice discounting provides upfront liquidity for a seller by leveraging future payments due from its buyers:
    1. Forfaiting: Forfaiting is a form of non-recourse financing where the seller sells its receivables to a forfaiter at a discount for immediate funds. The receivables are usually evidenced by some form of negotiable instrument (such as bills of exchange or promissory notes) which can reflect trade debts or instruments issued purely for the purpose of financing. The forfaiter purchases the receivables and assumes payment risk, typically backed by a bank guarantee or a letter of credit. It can then sell the payment instrument in a secondary market. Forfaiting is without recourse to the seller if the debtor does not pay; and
    2. Invoice discounting: Invoice discounting is a short-term financing solution where a seller borrows against its unpaid invoices without transferring the control of the receivables to a third party. The financier typically advances a percentage of the value of the receivables to the seller, but the seller retains control of the collection of the debt. Unlike forfaiting, invoice discounting is on a “with recourse” basis, i.e. the financier is required to do more due diligence on the seller as well as the payer in order to ensure that they can financially meet any recourse claims.

"By deploying STF structures, commodities trading principals can unlock additional funding for their counterparties including suppliers and buyers, or in certain cases, even financial institutions that require capital infusions by monetising existing commodity trade flows and traditional payment instruments."

Non-Traditional STF Structures

By deploying STF structures, commodities trading principals can unlock additional funding for their counterparties including suppliers and buyers, or in certain cases, even financial institutions that require capital infusions by monetising existing commodity trade flows and traditional payment instruments.

An excellent example of such an STF structure is what is commonly referred as a LC-backed corporate funding structure where existing LC lines are monetised in order to secure financing in the following manner:

The discerning observer will note from the above diagram that STF is not entirely without its controversies and criticisms. For example, in the above structure, the commodity trader (and in this instance, the financier) instantaneously repurchases the same parcel of goods that it sold to its buyer (in this instance, also the borrower), arguably opening itself up to allegations of “round-tripping” or structuring “synthetic trades” or engaging in “non-genuine physical trades”. Whilst these allegations have little valid legal basis, the prudent trader would be well-advised to address these matters, and other risks attendant to transactions this nature, in advance to prevent such (ultimately baseless allegations) from jeopardising a recovery.

We list out below some of the above-mentioned risks, which can be broadly divided into two categories: structural risks and recharacterisation risks.

Structural risks
  • performance risk;
  • credit risk;
  • market and price risk;
  • operational and fraud risk; and
  • political appropriation risk.

A party seeking to deploy STF, whether in the form of traditional or non-traditional structures, will have to contend with the structural risks listed above. Experienced operators within the STF industry will no doubt have come to grips with how to manage these risks within their own respective institutions.

Recharacterisation risks
  1. Regulatory characterisation risk; and
  2. Counterparty characterisation risk.

Recharacterisation risks are more complex and nuanced. Generally, regulatory recharacterisation risk refers to a situation where operators must be cautious not to engage in activities that may be perceived by a regulator, monetary authority or a central bank as being activities that are unlicensed. As for counterparty recharacterisation risk, this would be a situation where a counterparty seeks to recharacterise the underlying transaction is one that is not of commodity trading but that of money lending, i.e. a regulated activity, with a view to avoiding its obligations.

"Recharacterisation risks are more complex and nuanced. Generally, regulatory recharacterisation risk refers to a situation where operators must be cautious not to engage in activities that may be perceived by a regulator, monetary authority or a central bank as being activities that are unlicensed."

In addition to the foregoing, it is important to bear in mind the following points when participating in STF structures:

Circular trades: whilst much can be said by critics and naysayers about the inherent risk of “circular trades” or “roundtripping”, there is a body of case law that reinforces the position that circular transactions are not inherently fraudulent. Notably, the position has been firmly reiterated that there exist legitimate reasons for circular trades, which may include parties seeking to make arbitrage profits, brokerage fees or for arranging liquidity of funds whilst trading and we invite interested readers to refer to our recent commentary on circular trades which may be found here and here.

Genuine physical trades: another controversy surrounding STF is whether trades appurtenant to STF transactions may be classified as “genuine physical trades”. It should be borne in mind that there is no commonly accepted judicial definition of a genuine physical trade and there is most certainly no case law that posits that a trade is rendered anything but genuine if it is associated with a structured transaction, provided there is a physical delivery of goods from one party to another in exchange for an agreed price.

To ensure that allegations in relation the circularity or genuineness of trades do not jeopardise prudent traders should ensure that rigor is maintained around the accuracy of representations and disclosures issued to banks and underwriters, and operational discipline is maintained in relation to execution and recording of underlying trades.

Conclusion

STF is a vital financing tool for businesses engaged in international trade. By leveraging relatively straightforward financial instruments and techniques, traders can enhance and optimise liquidity whilst also managing risks and thereby gain a competitive edge in the global market. However, doing so requires a deep understanding of:

  • the various mechanisms/structures available to traders; and
  • the regulatory, compliance and financial landscape, in order to avail of the benefits offered by these structures without falling foul of the risks attendant thereto.

The WFW team has a wealth of experience in the management of STF transactions generally and particularly in the management of recharacterisation risk. Please do get in touch if you would like to discuss any of the issues canvassed in this article further.

In the meantime, stay tuned for the next webinar in our “Behind the Deal” series, where we delve deeper into the mitigation of recharacterisation risk in STF transactions, coupled with relevant personal experiences from Singapore Partner Sumeet Malhotra, who leads the firm’s Commodities and International Trade offering.

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